SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C.


                                  FORM 10-Q


    Quarterly Report Under Section 13 of the Securities Exchange Act of 1934
                     For quarter ended:  March 31, 2002


                       Commission File No.  001-16101


                         BANCORP RHODE ISLAND, INC.
----------------------------------------------------------------------------
           (Exact Name of Registr ant as Specified in Its Charter)

           RHODE ISLAND                     05-0509802
----------------------------------------------------------------------------
(State or Other Jurisdiction               (IRS Employer
 of Incorporation or Organization)      Identification No.)

                 ONE TURKS HEAD PLACE, PROVIDENCE, RI  02903
----------------------------------------------------------------------------
                  (Address of Principal Executive Offices)

                               (401) 456-5000
----------------------------------------------------------------------------
              (Issuer's Telephone Number, Including Area Code)

                               Not Applicable
----------------------------------------------------------------------------
            (Former Name, Former Address and Former Fiscal Year,
                       if Changed Since Last Report)

      Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.    Yes  ( X )  No

      Indicate the number of shares outstanding of each of the Registrant's
classes of common stock, as of May 9, 2002:

      Common Stock - Par Value $0.01      3,759,850 shares
      ------------------------------      ----------------
                 (class)                    (outstanding)


<PAGE>


                         BANCORP RHODE ISLAND, INC.

                                  FORM 10-Q

                                    INDEX

                                                                 PAGE NUMBER
                                                                 -----------

          Cover Page                                                  1

          Index                                                       2

                       PART  I - FINANCIAL INFORMATION

Item 1    Financial Statements

          Consolidated Balance Sheets                                 3

          Consolidated Statements of Operations                       4

          Consolidated Statements of Changes in
           Shareholders' Equity                                       5

          Consolidated Statements of Cash Flows                       6

          Notes to Consolidated Financial Statements                7 - 8

Item 2    Management's Discussion and Analysis                      9 - 18

Item 3    Quantitative and Qualitative Disclosures
           About Market Risk                                       19 - 20

                         PART II - OTHER INFORMATION

Item 1    Legal Proceedings                                           21

Item 2    Changes in Securities                                       21

Item 3    Default upon Senior Securities                              21

Item 4    Submission of Matters to a Vote of  Security Holders        21

Item 5    Other Information                                           21

Item 6    Exhibits and Reports on Form 8-K                            21

          Signature Page                                              22


<PAGE>  2


                         BANCORP RHODE ISLAND, INC.
                         Consolidated Balance Sheets

<TABLE>
<CAPTION>

                                                                                March 31,    December 31,
                                                                                  2002          2001
                                                                               ----------    ------------
                                                                                     (In thousands)


                                                                            <c>            <c>
ASSETS:
  Cash and due from banks                                                      $ 26,779       $ 24,261
  Overnight investments                                                          19,352          4,913
   Investment securities available for sale (amortized cost of $64,166 and
   $49,193 at March 31, 2002 and December 31, 2001, respectively)                63,695         49,453
  Mortgage-backed securities available for sale (amortized cost of $185,385
   and $149,549 at March 31, 2002 and December 31, 2001, respectively)          185,557        150,650
  Stock in Federal Home Loan Bank of Boston                                       7,683          5,668
Loans receivable:
  Residential mortgage loans                                                    294,739        310,212
  Commercial loans                                                              242,144        239,364
  Consumer and other loans                                                       61,798         61,388
                                                                               -----------------------

      Total loans                                                               598,681        610,964
  Less allowance for loan losses                                                 (8,893)        (8,524)
                                                                               -----------------------
      Net loans                                                                 589,788        602,440
Premises and equipment, net                                                       7,179          7,184
Other real estate owned                                                              --            264
Excess of cost over net assets acquired, net                                     10,475         10,766
Accrued interest receivable                                                       6,338          5,803
Investment in bank owned life insurance                                          10,095             --
Prepaid expenses and other assets                                                 3,546            848
                                                                               -----------------------

      Total assets                                                             $930,487       $862,250
                                                                               =======================

LIABILITIES:
Deposits:
  Demand deposit accounts                                                      $118,353       $112,925
  NOW accounts                                                                   50,007         44,445
  Money market accounts                                                           9,589          9,914
  Savings accounts                                                              276,059        254,861
  Certificate of deposit accounts                                               238,670        248,268
                                                                               -----------------------
      Total deposits                                                            692,678        670,413
Overnight and short-term borrowings                                              18,278         13,033
Federal Home Loan Bank of Boston borrowings                                     151,656        113,365
Company-obligated mandatorily redeemable capital securities                       3,000          3,000
Other liabilities                                                                 5,604          3,342
                                                                               -----------------------
      Total liabilities                                                         871,216        803,153
                                                                               -----------------------

SHAREHOLDERS' EQUITY:
  Common stock, par value $0.01 per share, authorized 11,000,000 shares:
    Voting:  Issued and outstanding 3,756,550 shares 2002 and 3,753,550
             shares in 2001                                                          38             37
  Additional paid-in capital                                                     39,877         39,826
  Retained earnings                                                              19,553         18,336
  Accumulated other comprehensive income (loss), net                               (197)           898
                                                                               -----------------------

      Total shareholders' equity                                                 59,271         59,097
                                                                               -----------------------
      Total liabilities and shareholders' equity                               $930,487       $862,250
                                                                               =======================
</TABLE>

See accompanying notes to consolidated financial statements


<PAGE>  3


                         BANCORP RHODE ISLAND, INC.
                    Consolidated Statements of Operations

<TABLE>
<CAPTION>

                                                                     Three Months Ended
                                                                          March 31,
                                                                 --------------------------
                                                                     2002           2001
                                                                     ----           ----
                                                           (In thousands, except per share data)


                                                              <c>                  <c>
Interest and dividend income:
  Residential mortgage loans                                     $    4,927      $    5,214
  Commercial loans                                                    4,288           4,713
  Consumer and other loans                                              939           1,270
  Mortgage-backed securities                                          2,100           2,003
  Investment securities                                                 708             742
  Overnight investments and other                                        73             141
  Federal Home Loan Bank of Boston stock dividends                       62              74
                                                                 --------------------------
      Total interest and dividend income                             13,097          14,157
                                                                 --------------------------

Interest expense:
  NOW accounts                                                           42              50
  Money market accounts                                                  35              78
  Savings accounts                                                    1,217           1,869
  Certificate of deposit accounts                                     2,289           3,708
  Overnight and short-term borrowings                                    59             192
  Federal Home Loan Bank of Boston borrowings                         1,762             950
  Other borrowings                                                       --              70
  Company-obligated mandatorily redeemable capital securities            76              34
                                                                 --------------------------
      Total interest expense                                          5,480           6,951
                                                                 --------------------------

      Net interest income                                             7,617           7,206
Provision for loan losses                                               400             488

      Net interest income after provision for loan
       losses                                                         7,217           6,718
                                                                 --------------------------

Noninterest income:
  Service charges on deposit accounts                                   855             766
  Loan related fees                                                      91              49
  Commissions on loans originated for others                             94              59
  Commissions on nondeposit investment products                         249              73
  Gain on sale of mortgage-backed securities                             23              --
  Income from bank owned life insurance                                  95              --
  Other income                                                          159             155
                                                                 --------------------------
      Total noninterest income                                        1,566           1,102
                                                                 --------------------------

Noninterest expense:
  Salaries and employee benefits                                      3,047           2,650
  Occupancy                                                             467             430
  Equipment                                                             249             231
  Data processing                                                       440             419
  Marketing                                                             271             188
  Professional services                                                 407             215
  Loan servicing                                                        223             209
  Other real estate owned expense                                        (9)             43
  Amortization of excess of cost over net assets acquired               291             291
  Other expenses                                                        762             713
                                                                 --------------------------
      Total noninterest expense                                       6,148           5,389
                                                                 --------------------------
      Income before income taxes                                      2,635           2,431
Income tax expense                                                      930             871
                                                                 --------------------------
      Net income                                                 $    1,705      $    1,560
                                                                 ==========================

Per share data:
    Basic earnings per common share                              $     0.46      $     0.42
    Diluted earnings per common share                            $     0.43      $     0.40

    Average common shares outstanding - basic                     3,747,171       3,734,828
    Average common shares outstanding - diluted                   3,977,319       3,865,939
</TABLE>

See accompanying notes to consolidated financial statementsBANCORP RHODE


<PAGE>  4


                         BANCORP RHODE ISLAND, INC.
         Consolidated Statements of Changes in Shareholders' Equity

<TABLE>
<CAPTION>

                                                                                  Accumulated
                                                                                     Other
                                                                                    Compre-
                                                       Additional                   hensive
                                             Common     Paid-in      Retained       Income
Three months ended March 31,                  Stock     Capital      Earnings     (Loss), Net       Total
----------------------------                 ------    ----------    --------     -----------       -----


                                            <c>      <c>           <c>           <c>           <c>
2002
----
Balance at December 31, 2001                   $37      $39,826       $18,336       $   898       $59,097
  Net income                                    --           --         1,705            --         1,705
  Other comprehensive income, net of tax:
    Unrealized gain (loss) on
     securities available for sale                                                   (1,080)       (1,080)
    Realized gain (loss) on
     securities available for sale
     net of taxes of $8                                                                 (15)          (15)
                                                                                                  -------
    Comprehensive income                                                                              610

Exercise of stock options                        1           43            --            --            44
Common stock issued for incentive
 stock award, net                               --            8            --            --             8
Dividends on common stock                       --           --          (488)           --          (488)
                                               ----------------------------------------------------------
Balance at March 31, 2002                      $38      $39,877       $19,553          (197)      $59,271
                                               ==========================================================
2001
----

Balance at December 31, 2000                   $37      $39,621       $13,815       $  (181)      $53,292
  Net income                                    --           --         1,560            --         1,560
  Other comprehensive income, net of tax:
    Unrealized gain (loss) on
     securities available for sale                                                      927           927
                                                                                                  -------
    Comprehensive income                                                                            2,487

  Common stock issued for incentive
   stock award, net                             --            5            --            --             5
  Dividends on common stock                     --           --          (448)           --          (448)
                                               ----------------------------------------------------------
Balance at March 31, 2001                      $37      $39,626       $14,927       $   746       $55,336
                                               ==========================================================
</TABLE>

See accompanying notes to consolidated financial statements


<PAGE>  5


                         BANCORP RHODE ISLAND, INC.
                    Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>

                                                              Three Months Ended
                                                                   March 31,
                                                             ---------------------
                                                              2002           2001
                                                              ----           ----
                                                                 (In thousands)


                                                          <c>           <c>
Cash flows from operating activities:
  Net income                                                 $  1,705      $  1,560
  Adjustments to reconcile net income to net cash from
   operating activities:
    Depreciation and amortization                                 928           684
    Provision for loan losses                                     400           488
    Gain on sale of mortgage-backed securities                    (23)           --
    Gain on sale of other real estate owned                       (29)           --
    Income from bank-owned life insurance                         (95)           --
    Compensation expense from restricted stock grant                8             5
    (Increase) decrease in:
      Accrued interest receivable                                (535)         (970)
      Prepaid expenses and other assets                        (2,133)         (218)
      Increase (decrease) in:
        Other liabilities                                       2,262           961
      Other, net                                                   43            20
                                                             ----------------------
        Net cash provided (used) by operating activities        2,531         2,530
                                                             ----------------------

Cash flows from investing activities:
  Origination of:
    Residential mortgage loans                                 (1,761)       (2,703)
    Commercial loans                                          (21,311)       (9,331)
    Consumer loans                                             (7,122)       (4,033)
  Purchase of:
      Investment securities available for sale                (17,984)       (4,027)
      Mortgage-backed securities available for sale           (55,820)      (16,066)
      Residential mortgage loans                              (34,462)      (74,969)
      Consumer loans                                               --        (5,045)
      Federal Home Loan Bank of Boston stock                   (2,015)       (1,211)
  Principal payments on:
    Investment securities available for sale                    3,006        13,000
    Mortgage-backed securities available for sale              16,154         5,175
    Residential mortgage loans                                 51,486        18,504
    Commercial loans                                           18,514         5,912
    Consumer loans                                              6,612         5,190
  Proceeds from sale of mortgage-backed securities              3,766            --
  Proceeds from sale of other real estate owned                   293            --
  Capital expenditures for premises and equipment                (287)         (206)
  Purchase of bank-owned life insurance                       (10,000)           --
                                                             ----------------------
        Net cash provided (used) by investing activities      (50,931)      (69,810)
                                                             ----------------------

Cash flows from financing activities:
  Net increase (decrease) in deposits                          22,265           (84)
  Net increase (decrease) in overnight and short-term
   borrowings                                                   5,245         3,447
  Proceeds from long-term borrowings                           40,295        71,000
  Repayment of long-term borrowings                            (2,004)       (3,003)
  Proceeds from issuance of common stock                           44            --
  Dividends on common stock                                      (488)         (448)
                                                             ----------------------
        Net cash provided (used) by financing activities       65,357        70,912
                                                             ----------------------
  Net increase (decrease) in cash and cash equivalents         16,957         3,632
  Cash and cash equivalents at beginning of period             29,174        34,453
                                                             ---------------------
  Cash and cash equivalents at end of period                 $ 46,131      $ 38,085
                                                             ======================
Supplementary Disclosures:
  Cash paid for interest                                     $  5,595      $  6,443
  Cash paid for income taxes                                       45           165
  Non-cash transactions:
    Additions to other real estate owned in settlement of
     loans                                                         --            17
    Change in other comprehensive income, net of taxes         (1,095)          927
</TABLE>

See accompanying notes to consolidated financial statements


<PAGE>  6


                         BANCORP RHODE ISLAND, INC.
                 Notes to Consolidated Financial Statements

(1)   Basis of Presentation

      Bancorp Rhode Island, Inc. (the "Company"), a Rhode Island
corporation, was organized by Bank Rhode Island (the "Bank") on February 15,
2000, to be a bank holding company and to acquire all of the capital stock
of the Bank.  The reorganization of the Bank into the holding company form
of ownership was completed on September 1, 2000.  The Company has no
significant operating entities other than the Bank.  For that reason,
substantially all of the discussion in this Quarterly Report on Form 10-Q
relates to the operations of the Bank and its subsidiaries.

      The consolidated financial statements include the accounts of the
Company and its wholly-owned direct subsidiaries, the Bank and BRI Statutory
Trust I (an issuer of trust preferred securities), and its indirect
subsidiaries, BRI Investment Corp. (a Rhode Island passive investment
company), BRI Realty Corp. (a real estate holding company) and Acorn
Insurance Agency, Inc. (a licensed insurance agency).  All significant
intercompany accounts and transactions have been eliminated in
consolidation.

      The interim results of consolidated operations are not necessarily
indicative of the results for any future interim period or for the entire
year.  These interim consolidated financial statements do not include all
disclosures associated with annual financial statements and, accordingly,
should be read in conjunction with the annual consolidated financial
statements and accompanying notes included in the Company's Annual Report to
Shareholders filed with the Securities and Exchange Commission.

      In preparing the consolidated financial statements, management is
required to make estimates and assumptions that affect the reported amounts
of assets and liabilities as of the date of the balance sheet and revenues
and expenses for the period.  Actual results could differ from those
estimates.  Material estimates that are particularly susceptible to change
relate to the determination of the allowance for loan losses.

      The unaudited interim consolidated financial statements of the Company
have been prepared in accordance with Accounting Principles Generally
Accepted in the United States of America ("GAAP") and prevailing practices
within the banking industry and include all necessary adjustments
(consisting of only normal recurring adjustments), that, in the opinion of
management, are required for a fair presentation of the results and
financial condition of the Company.

(2)   Earnings Per Share

      Basic earnings per share ("EPS") excludes dilution and is computed by
dividing income available to common shareholders by the weighted average
number of common shares outstanding during the period.  Diluted EPS reflects
the potential dilution that could occur if securities or other contracts to
issue common stock were exercised and resulted in the issuance of additional
common stock that then shared in the earnings of the entity.


<PAGE>  7


(3)   Recent Accounting Developments

      On July 20, 2001, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards 142, Goodwill and Other
Intangible Assets ("SFAS 142").  SFAS 142 addresses financial accounting and
reporting for acquired goodwill and other intangible assets and supersedes
APB Opinion No. 17, Intangible Assets.  Under SFAS 142, goodwill and
intangible assets that have indefinite useful lives will no longer be
amortized, but rather will be tested at least annually for impairment.  The
Statement applies to existing goodwill, as well as goodwill arising
subsequent to the effective date of the Statement.  Intangible assets that
have finite useful lives will continue to be amortized over their useful
lives, but without the constraint of the 40-year maximum life required by
APB Opinion No. 17.  The provisions of SFAS 142 must be applied for fiscal
years beginning after December 15, 2001 and may not be adopted earlier.

      On October 17, 2001, FASB issued Action Alert No. 01-37.  That Action
Alert reported a conclusion reached by FASB at its October 10, 2001 meeting
regarding the application of SFAS 142 and Statement of Financial Accounting
Standards 141, Business Combinations ("SFAS 141") with respect to goodwill
accounting for bank branch acquisitions.  The conclusion set forth in the
October 17th Action Alert states that paragraph 5 of Statement of Financial
Standards 72, Accounting for Certain Acquisitions of Banking or Thrift
Institutions (SFAS 72), "applies to all acquisitions of financial
institutions (or branches thereof) whether "troubled" or not, in which the
fair value of the liabilities assumed exceeds the fair value of tangible and
intangible assets acquired." SFAS 72 was originally issued in 1983, in the
context of the savings and loan crisis and the acquisition of so-called
"troubled" financial institutions. The branch acquisitions associated with
the formation of the Company's banking subsidiary in March 1996 were such
that the fair value of the liabilities assumed appear to exceed the fair
value of tangible and intangible assets acquired.  Thus, the March 1996
transaction gave rise to a type of intangible that, unlike goodwill, will
continue to be amortized under current accounting guidelines.

      Based upon the conclusion set forth in the October 17th Action Alert,
the Company is required to continue amortizing its intangible attributable
to its March 1996 bank branch acquisition during the Fleet Financial Group,
Inc. divestiture.  Current amortization of this intangible is $1.2 million
annually.  Accordingly, the Company anticipates that there will continue to
be a difference between its GAAP and cash basis presentations.

      The October 17th Action Alert also states that FASB will reconsider
its new guidance during future deliberations.  The conclusion reached by
FASB regarding the need to continue amortization of an unidentifiable
intangible asset, therefore, may be overturned at a later date.  The
Company, however, can give no assurance that FASB will vary from its current
position.  Regardless of its final outcome, this goodwill accounting issue
will not have any material impact on the Company's financial condition.  At
March 31, 2002, the Company had $10.5 million of excess of cost over net
assets acquired remaining on its balance sheet.


<PAGE>  8


                         BANCORP RHODE ISLAND, INC.
                    Management's Discussion and Analysis

ITEM 2.  Management's Discussion and Analysis

      Certain statements contained herein are "Forward Looking Statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward Looking Statements may be identified by reference to a future period
or periods or by the use of forward looking terminology such as "may,"
"believes," "intends," "expects," and "anticipates" or similar terms or
variations of these terms. Actual results may differ materially from those
set forth in Forward Looking Statements as a result of certain risks and
uncertainties, including but not limited to, changes in political and
economic conditions, interest rate fluctuations, competitive product and
pricing pressures, equity and bond market fluctuations, credit risk,
inflation, as well as other risks and uncertainties detailed from time to
time in filings with the Securities and Exchange Commission ("SEC").

GENERAL
-------

      The Company's principal subsidiary, Bank Rhode Island, is a commercial
bank chartered as a financial institution in the State of Rhode Island.  The
Bank pursues a community banking mission and is principally engaged in
providing banking products and services to individuals and businesses in
Providence and Kent counties.  The Bank is subject to competition from a
variety of traditional and nontraditional financial service providers both
within and outside of Rhode Island.  The Bank offers its customers a wide
range of deposit products, nondeposit investment products, commercial,
residential and consumer loans, and other traditional banking products and
services, designed to meet the needs of individuals and small- to mid-sized
businesses.  The Bank also has introduced both commercial and consumer
online banking products and maintains a web site at http://www.bankri.com.
The Company and Bank are subject to regulation by a number of federal and
state agencies and undergo periodic examinations by certain of those
regulatory authorities.  The Bank's deposits are insured by the Federal
Deposit Insurance Corporation ("FDIC"), subject to regulatory limits.  The
Bank is also a member of the Federal Home Loan Bank of Boston ("FHLB").

NON-GAAP MEASURES OF FINANCIAL PERFORMANCE
------------------------------------------

      The Bank's formation in 1996 resulted in the generation of $17.5
million of intangibles that are being amortized over a 15-year period.  The
amortization of these intangibles reduces the Bank's pre-tax income $1.2
million annually.  Because of the impact of this amortization, certain
measures of financial performance have been calculated excluding such
amortization and any related income taxes.

      These measures are identified as "cash" or "cash basis" and have been
provided to assist the reader in evaluating the core performance of the
Company.  Information presented on a cash basis is not in accordance with
Accounting Principles Generally Accepted in the United States of America
("GAAP"), but management believes it to be beneficial to gaining an
understanding of the financial performance of the Company.


<PAGE>  9


      The following table sets forth selected financial measures according
to GAAP and on a cash basis:

<TABLE>
<CAPTION>

                                       Three Months Ended
                                            March 31,
                                       -------------------
                                         2002         2001
                                         ----         ----


                                    <c>         <c>
Basic earnings per share               $ 0.46      $ 0.42
Diluted earnings per share             $ 0.43      $ 0.40

Basic cash earnings per share          $ 0.51      $ 0.47
Diluted cash earnings per share        $ 0.48      $ 0.45

Return on average assets                 0.77%       0.82%
Cash basis return on average assets      0.87%       0.94%

Return on average equity                11.48%      11.75%
Cash basis return on average equity     12.75%      13.16%

Efficiency ratio                        66.95%      64.87%
Cash basis efficiency ratio             63.78%      61.36%
</TABLE>

OVERVIEW
--------

      Total assets increased $68.2 million, or 7.9%, to $930.5 million at
March 31, 2002 from $862.3 million at December 31, 2001.  This increase was
predominantly in overnight investments, US Agency securities and mortgage-
backed securities ("MBSs") and was funded by a combination of deposit growth
and borrowings from the FHLB.  Since the end of last year, total deposits
increased $22.3 million, or 3.3%, and FHLB borrowings increased $38.3
million, or 33.8%.  Shareholders' equity was $59.3 million at March 31,
2002, and represented 6.4% of total assets.

FINANCIAL CONDITION
-------------------

      -- Investments.  Total investments (consisting of overnight
investments, investment securities, MBSs, and stock in the FHLB) totaled
$276.3 million, or 29.7% of total assets, at March 31, 2002, compared to
$210.7 million, or 24.4% of total assets, at December 31, 2001.  All $249.3
million of investment and mortgage-backed securities at March 31, 2002 were
classified as available for sale and carried a total of $299,000 in net
unrealized losses at the end of the quarter.  The increase in total
investments of $65.6 million, or 31.1%, was associated with the growth in
total deposits and FHLB borrowings.

      -- Loans.  Total loans were $598.7 million, or 64.3% of total assets,
at March 31, 2002, compared to $611.0 million, or 70.9% of total assets, at
December 31, 2001.  In response to low market interest rates, the Company
experienced a sharp increase in residential loan and MBS prepayments during
the fourth quarter of 2001 and the first quarter of 2002.  This resulted in
the residential mortgage loan portfolio decreasing $15.5 million, or 5.0%,
during the first quarter of 2002, as prepayments exceeded new loan
purchases.

      The commercial loan portfolio (consisting of commercial & industrial,
small business, commercial real estate, multi-family real estate, and
construction loans) increased $2.8 million, or 1.2%, during the first
quarter.  Particular emphasis is placed on generation of small- to medium-
sized commercial relationships (those relationships with $5.0 million or
less in loan commitments).  The Bank is also active in small business
lending (loans of $250,000 or less) in which it utilizes credit scoring, in
conjunction with traditional review standards, and employs streamlined
documentation.  The Bank is a participant in the U.S. Small Business
Administration ("SBA") Preferred Lender Program in Rhode Island and the 7a
Guarantee Loan Program in Massachusetts.


<PAGE>  10


      The consumer loan portfolio remained relatively unchanged during the
first quarter of 2002, beginning the quarter at $61.4 million and ending the
quarter at $61.8 million.

      While origination efforts continue to be concentrated on commercial
and consumer loan opportunities, the Bank also originates residential
mortgage loans on a limited basis for its customers.  Additionally, until
such time as the Company can generate sufficient commercial and consumer
loans to utilize available cash flow, or to otherwise meet investment
objectives, it also intends to continue purchasing residential mortgage and
automobile loans as opportunities develop.

      The following is a breakdown of loans receivable:

<TABLE>
<CAPTION>

                                                March 31,     December 31,
                                                  2002            2001
                                                ---------     ------------
                                                (In thousands)


                                             <c>             <c>
Residential mortgage loans:
  One- to four-family adjustable rate            $272,234       $285,589
  One- to four-family fixed rate                   21,293         23,306
                                                 -----------------------
      Subtotal                                    293,527        308,895
Premium on loans acquired                           1,284          1,381
Net deferred loan origination fees                    (72)           (64)
                                                 -----------------------
      Total residential mortgage loans           $294,739       $310,212
                                                 =======================

Commercial loans:
  Commercial real estate - nonowner occupied     $ 75,034       $ 73,369
  Commercial and industrial                        50,086         53,677
  Commercial real estate - owner occupied          47,423         46,698
  Small business                                   24,628         24,122
  Multi-family real estate                         16,391         14,927
  Construction                                     17,797         14,027
  Leases and other                                 10,956         12,715
                                                 -----------------------
      Subtotal                                    242,315        239,535
  Net deferred loan origination fees                 (171)          (171)
                                                 -----------------------
      Total commercial loans                     $242,144       $239,364
                                                 =======================

Consumer loans:
  Home equity - lines of credit                  $ 29,847       $ 28,460
  Home equity - term loans                         23,454         22,930
  Automobile                                        5,506          6,335
  Installment                                       1,157          1,240
  Savings secured                                     615            656
  Unsecured and other                                 613          1,153
                                                 -----------------------
      Subtotal                                     61,192         60,774
  Premium on loans acquired                           167            192
  Net deferred loan origination costs                 439            422
                                                 -----------------------
      Total consumer loans                       $ 61,798       $ 61,388
                                                 =======================
</TABLE>


<PAGE>  11


      -- Deposits and Borrowings.  Total deposits increased by $22.3
million, or 3.3%, during the first quarter of 2002, from $670.4 million, or
77.8% of total assets, at December 31, 2001, to $692.7 million, or 74.4% of
total assets, at March 31, 2002.  The decrease in the relative percentage of
total assets resulted from first quarter total asset growth being primarily
funded by FHLB borrowings.  In addition, the composition of total deposits
also changed during the quarter.  Core deposit accounts (checking and
savings) increased $31.9 million, or 7.5%, during the quarter, while
certificates of deposit decreased $9.6 million, or 3.9%, during this time
period.  The Bank continues its strategy of emphasizing core deposit growth
over certificate of deposit growth.  The decline in certificates of deposits
also reflects customer movement away from extended term deposits in response
to the current low interest rate environment.  At March 31, 2002, core
deposit accounts comprised 65.5% of total deposits, compared to 63.0% of
total deposits at December 31, 2001.

      The following table sets forth certain information regarding deposits:

<TABLE>
<CAPTION>

                                                  March 31, 2002                    December 31, 2001
                                         -------------------------------     ------------------------------
                                                     Percent    Weighted                Percent    Weighted
                                                        of       Average                   of       Average
                                         Amount       Total       Rate       Amount      Total      Rate
                                         ------      -------    --------     ------     -------    --------
                                                                 (Dollars in thousands)


                                      <c>          <c>        <c>       <c>         <c>       <c>
NOW accounts                             $ 50,007       7.2%     0.33%     $ 44,445      6.6%    0.40%
Money market accounts                       9,589       1.4%     1.32%        9,914      1.5%    1.40%
Savings accounts                          276,059      39.8%     1.82%      254,861     38.0%    1.90%
Certificate of deposit accounts           238,670      34.5%     3.61%      248,268     37.0%    4.15%
                                         ------------------                -----------------
      Total interest bearing deposits     574,325      82.9%     2.43%      557,488     83.1%    2.77%

Noninterest bearing accounts              118,353      17.1%       --       112,925     16.9%      --
                                         ------------------                -----------------
      Total deposits                     $692,678     100.0%     2.01%     $670,413    100.0%    2.31%
                                         ============================================================
</TABLE>

      The Company, through the Bank's membership in the FHLB, has access to
a variety of borrowing alternatives, and management will from time to time
take advantage of these opportunities to fund asset growth.  During the
first quarter of 2002, FHLB borrowings increased $38.3 million, or 33.8%, as
the Company sought to take advantage of lower, long-term borrowing rates to
fund its asset growth.  The proceeds from these new borrowings were
primarily reinvested in hybrid ARM MBSs and allowed the Company to control
the duration match of its balance sheet.  However, on a long-term basis, the
Company intends to continue concentrating on increasing its core deposits.

Asset Quality
-------------

      The definition of nonperforming assets includes nonperforming loans
and other real estate owned ("OREO").  OREO consists of real estate acquired
through foreclosure proceedings and real estate acquired through acceptance
of a deed in lieu of foreclosure.  Nonperforming loans are defined as
nonaccrual loans, loans past due 90 days or more, but still accruing and
impaired loans.  Under certain circumstances the Company may restructure the
terms of a loan as a concession to a borrower.  These restructured loans are
considered impaired loans.

      -- Nonperforming Assets.  At March 31, 2002, the Company had
nonperforming assets of $577,000, which represented 0.06% of total assets.
This compares to nonperforming assets of $1.0 million, or 0.12% of total
assets, at December 31, 2001.  The level of nonperforming assets remains at
a low level, but as the loan portfolio continues to grow and mature, or if
economic conditions


<PAGE>  12


worsen, management believes it highly likely that the level of nonperforming
assets will increase, as will its level of charged-off loans.  Nonperforming
assets at March 31, 2002, consisted of nonaccrual residential mortgage loans
aggregating $367,000, nonaccrual commercial loans aggregating $136,000 and
nonaccrual consumer loans aggregating $74,000.  There were no impaired loans
as of December 31, 2001 or March 31, 2002.  The Company evaluates the
underlying collateral of each nonperforming loan and continues to pursue the
collection of interest and principal.

      Delinquencies.  At March 31, 2002, loans with an aggregate balance of
$142,000 were 60 to 89 days past due, an increase of $11,000, or 8.4%, from
$131,000 reported at December 31, 2001.  The majority of these loans at both
dates were residential mortgage loans and are secured.

      The following table sets forth information regarding nonperforming
assets and loans 60-89 days past due as to interest at the dates indicated.

<TABLE>
<CAPTION>

                                                        March 31,    December 31,
                                                           2002          2001
                                                        ---------    ------------
                                                         (Dollars in thousands)


                                                     <c>              <c>
Loans accounted for on a nonaccrual basis                 $ 577          $  753
Loans past due 90 days or more, but still accruing           --              --
Impaired loans (not included in nonaccrual loans)            --              --
                                                          ---------------------
      Total nonperforming loans                             577             753
                                                          ---------------------
Other real estate owned                                      --             264
      Total nonperforming assets                          $ 577          $1,017
                                                          =====================
Delinquent loans 60-89 days past due                      $ 142          $  131

Nonperforming loans as a percent of total loans            0.10%           0.12%
Nonperforming assets as a percent of total assets          0.06%           0.12%
Delinquent loans 60-89 days past due as a percent of
 total loans                                               0.02%           0.02%
</TABLE>

      Adversely Classified Assets.  The Company's management adversely
classifies certain assets as "substandard," "doubtful" or "loss" based on
criteria established under banking regulations. An asset is considered
substandard if inadequately protected by the current net worth and paying
capacity of the obligor or of the collateral pledged, if any.  Substandard
assets include those characterized by the "distinct possibility" that the
insured institution will sustain "some loss" if existing deficiencies are
not corrected.  Assets classified as doubtful have all of the weaknesses
inherent in those classified substandard with the added characteristic that
the weaknesses present make "collection or liquidation in full," on the
basis of currently existing facts, conditions, and values, "highly
questionable and improbable."  Assets classified as loss are those
considered "uncollectible" and of such little value that their continuance
as assets without the establishment of a specific loss reserve is not
warranted.

      At March 31, 2002, the Company had $8.1 million of assets that were
classified as substandard.  This compares to $8.7 million of assets that
were classified as substandard at December 31, 2001.  The Company had no
assets that were classified as doubtful or loss at either date.  Performing
loans may or may not be adversely classified depending upon management's
judgment with respect to each individual loan.  At March 31, 2002, included
in the assets that were classified as substandard, were $7.5 million of
performing loans.  This compares to $7.9 million of adversely classified
performing loans as of December 31, 2001.  Adversely classified assets are a
reflection of commercial credit quality.  An increase in adversely
classified assets may lead to an increase in nonperforming assets and an
increase in the provision for loan losses in future periods.


<PAGE>  13


Allowance for Loan Losses
-------------------------

      During the first quarter of 2002, the Company made provisions to the
allowance for loan losses totaling $400,000 and had $31,000 of net charge-
offs, bringing the balance in the allowance to $8.9 million, compared to
$8.5 million at December 31, 2001.  The allowance, expressed as a percentage
of total loans, increased to 1.49% as of March 31, 2002, compared to 1.40%
at the prior year end and stood at 1541.2% of nonperforming loans at March
31, 2002, compared to 1132.0% of nonperforming loans at December 31, 2001.

      Assessing the adequacy of the allowance for loan losses involves
substantial uncertainties and is based upon management's evaluation of the
amounts required to meet estimated charge-offs in the loan portfolio after
weighing various factors.  Among these factors are the risk characteristics
of the loan portfolio, the quality of specific loans, the level of
nonaccruing loans, current economic conditions, trends in delinquencies and
charge-offs, and the value of underlying collateral, all of which can change
frequently.  Based on this evaluation, management believes that the
allowance for loan losses, as of March 31, 2002, is adequate.

      While management evaluates currently available information in
establishing the allowance for loan losses, future adjustments to the
allowance may be necessary if conditions differ substantially from the
assumptions used in making the evaluations.  In addition, various regulatory
agencies, as an integral part of their examination process, periodically
review a financial institution's allowance for loan losses and carrying
amounts of other real estate owned.  Such agencies may require the financial
institution to recognize additions to the allowance based on their judgments
about information available to them at the time of their examination.

RESULTS OF OPERATIONS
---------------------

      The Company's operating results depend primarily on its "net interest
income," or the difference between its interest income and its cost of
money, and on the quality of its assets.  Interest income depends on the
average amount of interest-earning assets outstanding during the period and
the interest rates earned thereon.  Cost of money is a function of the
average amount of deposits and borrowed money outstanding during the period
and the interest rates paid thereon. Earnings are further influenced by the
quality of assets, through the amount of interest income lost on nonaccrual
loans, the amount of additions to the allowance for loan losses and the
amount of expenses incurred as a result of resolving troubled assets.

Three Months Ended March 31, 2002 and 2001
------------------------------------------

      -- Overview.  The Company reported net income for the first
quarter of 2002 of $1.7 million, up $145,000, or 9.3%, from the first
quarter of 2001.  Diluted earnings per common share were $0.43 for the first
quarter of 2002, compared to $0.40 for the first quarter of 2001.  Diluted
cash earnings per common share were $0.48 for the 2002 period, compared to
$0.45 for the 2001 period.

<PAGE>  14


      The Company reported a return on average assets of 0.77% and a return
on average equity of 11.48% for the 2002 period, as compared to a return on
average assets of 0.82% and a return on average equity of 11.75% for the
2001 period.  Cash basis return on average assets and cash basis return on
average equity were 0.87% and 12.75% for the 2002 period, and 0.94% and
13.16% for the 2001 period, respectively.

      -- Net Interest Income.  For the quarter ended March 31, 2002, net
interest income was $7.6 million, compared to $7.2 million for the 2001
period.  The net interest margin for the first quarter of 2002 was 3.63%
compared to a net interest margin of 3.99% for the 2001 period.  The
increase in net interest income of $411,000, or 5.7%, was primarily
attributable to the continued growth of the Company.  Average earning assets
were $119.1 million, or 16.3%, higher, and average interest-bearing
liabilities were $102.6 million, or 16.6%, higher, than the comparable
period a year earlier.  The decrease of 36 basis points in the net interest
margin resulted from a 400 basis point drop in short-term market interest
rates, coupled with tighter spreads on wholesale asset purchases completed
in February 2001 and in the first quarter of 2002.

      -- Interest Income. Investments.  Total investment income was $2.9
million for the quarter ended March 31, 2002, compared to $3.0 million for
the 2001 quarter.  The decrease in total investment income was only $17,000,
or 0.6%, and was attributable to a decrease in market interest rates, which
was almost entirely offset by an increase in average balance.  The average
yield on investments decreased 179 basis points, and the average balance of
investments increased $67.6 million, from the first quarter of 2001 to the
first quarter of 2002. The increase in average balance was primarily in
MBSs.  The Company's investments are primarily comprised of US Agency
securities or MBSs with remaining maturities or repricing periods of less
than five years.  In addition to assisting in overall tax planning,
management believes that this composition, along with a structured maturity
ladder, provides more stable earnings and predictable cash flows from the
portfolio.

      -- Interest Income. Loans.  Interest from loans was $10.2 million for
the three months ended March 31, 2002, and represented a yield on total
loans of 6.80%.  This compares to $11.2 million of interest, and a yield of
8.20%, for the first quarter of 2001.  Declining market interest rates,
coupled with increased residential mortgage loan prepayment activity,
resulted in lower interest from the loan portfolio.  Interest from
commercial loans decreased $425,000, or 9.0%, between the two quarters and
income from consumer and other loans decreased $331,000, or 26.1%.
Residential mortgage loan interest decreased $287,000, or 5.5%, during the
same period.  Since its inception, the Bank has concentrated its origination
efforts on commercial and consumer loan opportunities, while purchasing
residential mortgage loans, and more recently automobile loans, as cash
flows dictated.  The average balance of the various components of the loan
portfolio changed from the first quarter of 2001 as follows:  commercial
loans increased $25.8 million, or 12.0%, residential mortgage loans
increased $23.5 million, or 8.6%, and consumer and other loans increased
$2.2 million, or 3.6%, respectively.  In response to declining market
interest rates, the yields on the various loan portfolio components changed
as follows: commercial loans decreased 166 basis points, to 7.21%; consumer
and other loans decreased 247 basis points, to 6.16%, and residential
mortgage loans decreased 98 basis points, to 6.60%.

      -- Interest Expense.  Interest paid on deposits and borrowings
decreased $1.5 million, or 21.2%, to $5.5 million for the three months ended
March 31, 2002, from $7.0 million for the same period during 2001.  The
decrease in total interest expense was primarily attributable to a decrease
in


<PAGE>  15


market interest rates.  The overall average cost for interest-bearing
liabilities decreased 148 basis points from 4.56% for the first quarter of
2001 to 3.08% for the first quarter of 2002.  Average costs for the various
components of interest-bearing liabilities changed from the first quarter of
2001 as follows:  NOW accounts decreased 17 basis points, to 0.39%; money
market accounts decreased 119 basis points, to 1.37%; savings deposits
decreased 164 basis points, to 1.87%; certificate of deposit accounts
decreased 191 basis points, to 3.81%; and borrowings decreased 74 basis
points to 4.78%.  Meanwhile, the average balance of interest-bearing
liabilities increased $95.4 million, from $522.8 million in the first
quarter of 2001 to $618.2 million in the first quarter of 2002, as
borrowings were utilized to fund asset growth.  Liability costs are
dependent on a number of factors including general economic conditions,
national and local interest rates, competition in the local deposit
marketplace, interest rate tiers offered and the Company's cash flow needs.

      -- Provision for Loan Losses.  The provision for loan losses was
$400,000 for the quarter ended March 31, 2002, down $88,000, or 18.0%, from
the same quarter last year as both nonperforming and delinquent loans
decreased from March 31, 2001 levels.  As the loan portfolio continues to
grow and mature, or if economic conditions worsen, management believes it
highly likely that the level of nonperforming assets will increase, which in
turn may lead to increases in the provision for loan losses in future
periods.  Management evaluates several factors including new loan
originations, actual and estimated charge-offs, and the risk characteristics
of the loan portfolio and general economic conditions when determining the
provision for each quarter.  Also see discussion under "Allowance for Loan
Losses."

      -- Noninterest Income.  Total noninterest income increased $464,000,
or 42.1%, to $1.6 million for the first quarter of 2002, from $1.1 million
for the first quarter of 2001.  Service Charges on Deposit Accounts, which
continues to represent the largest source of noninterest income for the
Company, rose $89,000, or 11.6%, from $766,000 for the three months ended
March 31, 2001, to $855,000 for the same period in 2002 in response to
continued growth in checking and savings accounts.  Commissions on Loans
Originated for Others increased $35,000, or 59.3%, as fixed-rate mortgage
loan activity increased in response to falling market interest rates.
Commissions on nondeposit investment products increased $176,000, or 241.1%,
as a result of efforts to revitalize, and bring the program in-house, which
were begun in the first quarter of last year.  Lastly, the Bank purchased
$10.0 million of bank-owned life insurance during the first quarter of 2002,
which resulted in $95,000 of noninterest income in the 2002 quarter.

      -- Noninterest Expense. Noninterest expenses for the first quarter of
2002 increased a total of $759,000, or 14.1%, to $6.1 million from $5.4
million in 2001.  This increase occurred primarily in the following areas:
Salaries and Benefits (up $397,000, or 15.0%), Occupancy and Equipment (up
$55,000, or 8.3%), Marketing (up $83,000, or 44.1%) and Professional
Services (up $192,000, or 89.3%).  During 2001, the Bank experienced
substantial growth in both loans and core deposits that resulted in the
increased operating costs evidenced in the first quarter of 2002.  In
addition, the Bank is currently reviewing its alternatives for data
processing and has retained professional assistance for this project.
Partially offsetting these increases was a decrease in OREO Expense (down
$52,000, or 120.9%) as the Bank disposed of all properties held in OREO.
The Company's efficiency ratio increased slightly, to 66.95%, in 2002 and
its cash basis efficiency ratio increased slightly to 63.78%.


<PAGE>  16


      -- Income Tax Expense.  Income tax expense of $930,000 was recorded
for the three months ended March 31, 2002, compared to $871,000 for the same
period during 2001.  This represented total effective tax rates of 35.3% and
35.8%, respectively.  Tax-favored income from U.S. Treasury and Agency
securities along with the utilization of a Rhode Island passive investment
company has reduced the effective tax rate from the 39.9% combined statutory
federal and state tax rates.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

      -- Liquidity.  Liquidity is defined as the ability to meet current and
future financial obligations of a short-term nature. The Company further
defines liquidity as the ability to respond to the needs of depositors and
borrowers, as well as to earnings enhancement opportunities, in a changing
marketplace.

      The primary source of funds for the payment of dividends and expenses
by the Company is dividends paid to it by the Bank.  Bank regulatory
authorities generally restrict the amounts available for payment of
dividends if the effect thereof would cause the capital of the Bank to be
reduced below applicable capital requirements.  These restrictions
indirectly affect the Company's ability to pay dividends.  The primary
sources of liquidity for the Bank consist of deposit inflows, loan
repayments, borrowed funds, maturity of investment securities and sales of
securities from the available for sale portfolio.  Management believes that
these sources are sufficient to fund the Bank's lending and investment
activities.

      Management is responsible for establishing and monitoring liquidity
targets as well as strategies and tactics to meet these targets.  In
general, the Company seeks to maintain a high degree of flexibility.  At
March 31, 2002, overnight investments, investment securities and MBSs
available for sale amounted to $268.6 million, or 28.9% of total assets.
This compares to $205.0 million, or 23.8% of total assets at December 31,
2001.  The Bank is a member of the FHLB and, as such, has access to both
short- and long-term borrowings.  In addition, the Bank maintains a line of
credit at the FHLB as well as a line of credit with a correspondent bank.
There have been no adverse trends in the Company's liquidity or capital
reserves.  Management believes that the Company has adequate liquidity to
meet its commitments.

      -- Capital Resources.  Total shareholders' equity of the Company at
March 31, 2002 was $59.3 million, as compared to $59.1 million at December
31, 2001.  This increase of $174,000 was the result of net income for the
quarter of $1.7 million, less dividends of $488,000 and changes in other
comprehensive income of $1.1 million.

      All FDIC-insured institutions must meet specified minimal capital
requirements.  These regulations require banks to maintain a minimum
leverage capital ratio.  In addition, the FDIC has adopted capital
guidelines based upon ratios of a bank's capital to total assets adjusted
for risk.  The risk-based capital guidelines include both a definition of
capital and a framework for calculating risk-weighted assets by assigning
balance sheet assets and off-balance sheet items to broad risk categories.
These regulations require banks to maintain minimum capital levels for
capital adequacy purposes and higher capital levels to be considered "well
capitalized."

      Capital guidelines have also been issued by the Federal Reserve Board
("FRB") for bank holding companies.  These guidelines require the Company to
maintain minimum capital levels for capital


<PAGE>  17


adequacy purposes.  In general, the FRB has adopted substantially identical
capital adequacy guidelines as the FDIC.  Such standards are applicable to
bank holding companies and their bank subsidiaries on a consolidated basis.

      As of March 31, 2002, the Company and the Bank met all applicable
minimum capital requirements and were considered "well capitalized" by both
the FRB and the FDIC.  The Company's and the Bank's actual and required
capital amounts and ratios are as follows:


<TABLE>
<CAPTION>

                                                                   Minimum  Required    Minimum Required
                                                                      For Capital        To Be Considered
                                                   Actual          Adequacy Purposes    "Well Capitalized"
                                             -----------------     -----------------    ------------------
                                             Amount     Ratio      Amount     Ratio      Amount     Ratio
                                             ------     -----      ------     -----      ------     -----


                                         <c>         <c>       <c>         <c>      <c>         <c>
At March 31, 2002:
Bancorp Rhode Island, Inc.
Tier I capital (to average assets)          $ 51,993     5.87%    $ 26,591    3.00%    $ 44,319     5.00%
Tier I capital (to risk weighted assets)      51,993     9.65%      21,559    4.00%      32,338     6.00%
Total capital (to risk weighted assets)       58,755    10.90%      43,117    8.00%      53,897    10.00%

Bank Rhode Island
Tier I capital (to average assets)          $ 51,146     5.78%    $ 26,548    3.00%    $ 44,246     5.00%
Tier I capital (to risk weighted assets)      51,146     9.49%      21,554    4.00%      32,332     6.00%
Total capital (to risk weighted assets)       57,908    10.75%      43,109    8.00%      53,886    10.00%

At December 31, 2001:

Bancorp Rhode Island, Inc.
Tier I capital (to average assets)          $ 50,433     5.93%    $ 25,508    3.00%    $ 42,513     5.00%
Tier I capital (to risk weighted assets)      50,433     9.86%      20,462    4.00%      30,694     6.00%
Total capital (to risk weighted assets)       56,803    11.10%      40,925    8.00%      51,156    10.00%

Bank Rhode Island
Tier I capital (to average assets)          $ 49,702    5.84%     $ 25,526    3.00%    $ 42,544     5.00%
Tier I capital (to risk weighted assets)      49,702    9.72%       20,458    4.00%      30,687     6.00%
Total capital (to risk weighted assets)       56,121   10.97%       40,916    8.00%      51,145    10.00%
</TABLE>


<PAGE>  18


                         BANCORP RHODE ISLAND, INC.
         Quantitative and Qualitative Disclosures About Market Risk

ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk

INTEREST RATE RISK
------------------

      The principal market risk facing the Company is interest rate risk.
The Company's objective regarding interest rate risk is to manage its assets
and funding sources to produce results which are consistent with its
liquidity, capital adequacy, growth and profitability goals, while
minimizing the vulnerability of its operations to changes in market interest
rates.    The Bank's Asset/Liability Committee ("ALCO") manages the
Company's interest rate risk position using both income simulation and
interest rate sensitivity "gap" analysis.  The ALCO has established internal
parameters for monitoring the income simulation and gap analysis.  These
guidelines serve as benchmarks for evaluating actions to balance the current
position against overall strategic goals.  The ALCO monitors current
exposures and reports these to the Board of Directors.

      Simulation is used as the primary tool for measuring the interest rate
risk inherent in the Company's balance sheet at a given point in time by
showing the effect on net interest income, over a 24-month period, of
interest rate ramps of up to 200 basis points.  These simulations take into
account repricing, maturity and prepayment characteristics of individual
products.  The ALCO reviews simulation results to determine whether the
downside exposure resulting from changes in market interest rates remains
within established tolerance levels over both a 12-month and 24-month
horizon, and develops appropriate strategies to manage this exposure.  The
Company's limits on interest rate risk specify that if interest rates were
to shift up or down 200 basis points over a 12-month period, estimated net
interest income for those 12 months and the subsequent 12 months, should
decline by no more than 5.0% or 10.0%, respectively.  As of March 31, 2002,
net interest income simulation indicated that the Company's exposure to
changing interest rates was outside of the 10% tolerance level established
for the second year of a 200 basis point decline.  This exposure primarily
results from the unusually low current rates paid on deposit accounts and
the extremely high prepayment speeds anticipated for mortgage-related assets
if market rates declined 200 basis points.  The current rates on many
deposit accounts are so low, that they cannot decline 200 basis points
without becoming negative.  This results in a floor of zero percent for
these deposit accounts, and this floor causes compression of the net
interest margin for modeling purposes.   The ALCO reviews the methodology
utilized for calculating interest rate risk exposure and may, from time to
time, adopt modifications to this methodology.  While the ALCO reviews
simulation assumptions and methodology to ensure that they reflect
historical experience, it should be noted that income simulation may not
always prove to be an accurate indicator of interest rate risk because the
actual repricing, maturity and prepayment characteristics of individual
products may differ from the estimates used in the simulations.


<PAGE>  19


      The following table presents the estimated impact of interest rate
ramps on the Company's estimated net interest income over a twenty-four
month period beginning April 1, 2002:

<TABLE>
<CAPTION>

                                     Estimated Exposure
                                   to Net Interest Income
                                   ----------------------
                                    Dollar        Percent
                                    Change        Change
                                    ------        ------
                                   (Dollars in thousands)


                                <c>           <c>
Initial Twelve Month Period:
  Up 200 basis points              $   707         2.24%
  Up 100 basis points                  443         1.40%
  Down 100 basis points               (486)       (1.54%)
  Down 200 basis points             (1,009)       (3.20%)

Subsequent Twelve Month Period:

  Up 200 basis points              $   647         2.07%
  Up 100 basis points                  842         2.69%
  Down 100 basis points             (1,516)       (4.84%)
  Down 200 basis points             (3,600)      (11.50%)
</TABLE>

      The Company also uses interest rate sensitivity gap analysis to
provide a more general overview of its interest rate risk profile.  The
interest rate sensitivity gap is defined as the difference between interest-
earning assets and interest-bearing liabilities maturing or repricing within
a given time period.  At March 31, 2002, the Company's one year cumulative
gap was a positive $101.1 million, or 10.87% of total assets.

      For additional discussion on interest rate risk see the section titled
"Asset and Liability Management" on pages 39 to 41 of the Company's 2001
Annual Report to Shareholders.

                         BANCORP RHODE ISLAND, INC.
                              Other Information

PART II.  Other Information

ITEM 1.   LEGAL PROCEEDINGS

          There are no material pending legal proceedings to which the
          Company or its subsidiaries are a party, or to which any of their
          property is subject, other than ordinary routine litigation
          incidental to the business of banking.

ITEM 2.   CHANGE IN SECURITIES AND USE OF PROCEEDS

          No information to report.

ITEM 3.   DEFAULT UPON SENIOR SECURITIES

          No defaults upon senior securities have taken place.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF THE SECURITY HOLDERS

          No information to report.

ITEM 5.   OTHER INFORMATION

          No information to report.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

               10.7(d)    Amendment No. 5 to Supplemental Executive
                          Retirement Plan dated as of January 22, 2002.

               10.10(a)   Termination Agreement between Bank Rhode Island
                          and Merrill W. Sherman dated as of January 22,
                          2002, regarding termination of CEO Deferred
                          Compensation Agreement dated as of January 1,
                          2001.

               10.12      Form of Bank Rhode Island Split Dollar Agreement
                          dated as of January 22, 2002 and schedule of
                          terms.

          (b) Reports on Form 8-K

              No information to report.


<PAGE>  20


                         BANCORP RHODE ISLAND, INC.

                                 SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                       Bancorp Rhode Island, Inc.


May 9, 2002                            /s/  Merrill W. Sherman
-----------                            ------------------------------------
(Date)                                      Merrill W. Sherman
                                            President and
                                            Chief Executive Officer


May 9, 2002                            /s/  Albert R. Rietheimer
-----------                            ------------------------------------
(Date)                                      Albert R. Rietheimer
                                            Chief Financial Officer
                                            and Treasurer


<PAGE>  21